EBT Operating Agreement

(1) Company

and

(2) Trustee
THIS DEED is made as on [insert date of deed]

PARTIES

(1) [INSERT NAME OF COMPANY] registered in [insert where the Company is registered] with
company number [insert company registration number] and whose registered office is at
[insert address of registered office] (the Company); and

(2) [INSERT NAME OF TRUSTEE] registered in [insert where the Trustee registered if a
company] (in its capacity as trustee of the [insert name of EBT]) whose registered office is at
[insert registered address of Trustee] (Trustee).

IT IS HEREBY AGREED:

1 Interpretation

1.1 In this Deed

Awards means [Prior Awards or] options or awards to be

granted under an Employees’ Share Scheme
which the Company requests the Trustee to satisfy
on the terms of this Deed as relevant;

Business Day means a day on which the banks are generally

open for business in London;

CA means the Companies Act 2006;

Employees' Share Scheme means an employees’ share scheme as that

phrase is defined in section 1166 of the CA;

Group means the Company, and any Holding Company

and Subsidiary of the Company and ‘Group
Company’ shall be construed accordingly;

Holding Company is as defined in section 1159 of the CA;

ITEPA 2003 means the Income Tax (Earnings and Pensions)

Act 2003;

Operating Date means the date of this Deed;

Participant means an employee who holds or it is proposed

will hold an Award under an Employees' Share
Scheme;

[Prior Awards means Awards described in The Schedule to this

Deed in respect of which the Trustee has already
agreed, prior to the granting of those Awards, to
transfer Shares to Participants in order to satisfy
those Awards;]

Share [insert details of class or share to be held by EBT]

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 Subsidiary is as defined in CA, s 1159;

Trust means the [insert name of EBT], which was

established under the terms of the Trust Deed;

Trust Deed means the trust deed dated [insert date of trust
deed] made between the Company and the
Trustee establishing the Trust; and

Trust Fund means the assets and liabilities in the EBT.

1.2 In this Deed:

1.2.1 terms defined in the Trust Deed shall, unless the context otherwise requires, bear the
same meanings when used in this Deed;

1.2.2 any reference to a person includes any individual, company, body corporate or
unincorporated association;

1.2.3 the expressions Company and Trustee shall include their respective successors and
assigns and any persons deriving title under them;

1.2.4 unless the context otherwise requires, words in the singular shall include the plural
and in the plural shall include the singular; and

1.2.5 references to legislation shall include such as amended, extended or re-enacted from
time to time, and shall include any statutory instruments promulgated under such
legislation.

2 Background

2.1 The Trustee is the current trustee of the Trust and enters this Deed in that capacity only.

2.2 [The Trustee has already agreed to satisfy the Prior Awards listed in The Schedule [on the
terms of this Deed, and this Deed reflects the terms of that agreement ]. It is hereby
acknowledged by the Trustee that the Trustee is not aware of the identity of the individual
Participants in respect of whom Prior Awards have been made, nor the numbers of Shares
that may be needed to satisfy Prior Awards for particular Participants.]

2.3 The Company may grant [Future] Awards under an Employees' Share Scheme following the
Operating Date and may ask the Trustee to satisfy those [Future] Awards on the terms of this
Deed.

3 Awards to be satisfied

3.1 If the Company proposes to grant Award(s) after the Operating Date, which it wishes the
Trustee to satisfy, it will notify the Trustee in writing as soon as reasonably practicable before
the grant of the Award(s) and shall provide the Trustee with information relating to the
Award(s), including the overall number of participants to whom such awards will be granted
and the proposed date of grant of such Award(s), but shall not provide the identity of the
individual Participants in respect of whom Award(s) will be made nor the numbers of Shares
that may be needed to satisfy Award(s) for particular Participants.

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3.2 The Trustee shall notify the Company if it agrees to satisfy any Award(s) prior to the
proposed date of grant. However, unless the prior written consent of the Company has been
provided under clause 3.5, the Trustee shall decline to satisfy an Award if the Trustee is
aware that mere receipt of funding under clauses 4 or 5 or otherwise is likely to result in a
charge to employment income tax for the Participant under ITEPA 2003, Part 7A.

3.3 Subject to clause 6, the Trustee may decline to satisfy any such Award(s) by giving written
notice to the Company within [insert number of days] Business Days of the Company’s
notification. If it does not do so, the Trustee will be taken to have agreed to satisfy the
relevant Award(s).

3.4 The Company may, at any time, notify the Trustee that any Award will no longer be subject to
this Deed.

3.5 The Trustee agrees that it will not take any action that will likely result in a charge to
employment income tax under ITEPA 2003, Part 7A without the prior written consent of the
Company under clause 3.6.

3.6 The parties may agree in writing to do an act or fail to do an act that is likely to result in a
charge to employment income tax under ITEPA 2003, Part 7A, but the Company agrees to
use all reasonable endeavours to satisfy the employment income tax liability which arises
under Pay As You Earn and any National Insurance contributions in such a case.

4 Funding by gift

4.1 The Company or any Group Company (with the consent of the Company) may at any time
make a gift or gifts or other voluntary contribution to the Trustee to enable the Trustee to
acquire Shares for the purposes of this Deed.

4.2 The Trustee agrees to keep a separate account of the total amount of the contributions made
by each Group Company.

5 Funding by loan

5.1 The Company or any Group Company (with the consent of the Company) may at any time
lend money to the Trustee to enable the Trustee to acquire Shares for the purposes of this
Deed.

5.2 The Trustee will keep a separate account of the total amounts lent by each Group Company.

5.3 At or before the time of making a loan, the relevant Group Company will specify the terms
relating to such loan, including the terms for repayment and prepayment, whether interest is,
or may become, payable and the rate of such interest.

5.4 [If so required by the Company, the Trustee will enter into a charge over Shares in the Trust
Fund in respect of the money lent to the Trustee under clause 5 above.]

5.5 In the absence of fraud, negligence, breach of trust or breach of this Deed, the liability of the
Trustee in respect of any loans made to the Trustee by the Company to enable the Trustee to
acquire Shares for the purpose of this Deed shall be limited to the value of the assets (less
any liabilities) held by the Trustee in its capacity as Trustee upon the terms of the Trust Deed,
and the Company shall have no recourse to any other assets of the Trustee. For the purposes
of this clause 5.5, the Trust Fund shall not include any assets that are held by the Trustee but
which have been appointed or otherwise allocated to any beneficiary of the Trust.

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6 Acquisition of Shares

6.1 Subject to clause 6.2, the Trustee will use money given or provided by way of loan under this
Deed to acquire Shares at such time or times and on such terms as may be specified by the
Company or, if no such time or terms are specified, at such time or times and on such terms
as it considers reasonable to enable it to satisfy its obligations under this Deed.

6.2 Save as provided in clause 3.6, the Trustee shall decline to acquire Shares if the Trustee is
aware that such action is likely to result in a charge to employment income tax for one or
more Participants under ITEPA 2003, Part 7A.

7 Satisfaction of Awards

7.1 The Company will notify the Trustee of the exercise or vesting of any Award that is the subject
of this Deed within five Business Days of such exercise or vesting.

7.2 Subject to clause 7.3, to the extent that the Trustee has sufficient Shares to do so and has
previously agreed to satisfy the Awards, the Trustee will, within fifteen business days of the
notification by the Company of the exercise or vesting of an Award, transfer to the Participant
the number of Shares in respect of which the Award has been exercised or vested, or, if the
Company so directs and there is a ready market for such Shares, pay to the Participant within
a reasonable time a cash amount based on their value at that time (less such number of
Shares or such amount as the Company may direct the Trustee to withhold or sell in respect
of any tax, social security contributions, costs of sale or other levies).

7.3 The Trustee obligation under clause 7.2 is limited to the unencumbered assets held by the
Trustee less any assets required by the Trustee to meet costs and expenses reasonably
incurred by the Trustee.

8 Termination

The Company may terminate this Deed at any time. The Deed may be terminated as to future
funding and Awards only, or as to all existing Awards.

9 Waiver

No failure or delay by a party to exercise any right or remedy provided under this Deed or by
law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict
the further exercise of that or any other right or remedy. No single or partial exercise of such
right or remedy shall prevent or restrict the further exercise of that or any other right or
remedy.

10 Rights and remedies

The rights and remedies provided under this Deed are in addition to, and not exclusive of, any
rights or remedies provided by law.

11 Severance

If any particular clause or part of a clause is or becomes invalid, illegal or unenforceable, it

shall be deemed modified to the minimum extent necessary to make it valid, legal and
enforceable. If such modification is not possible, the relevant clause or part of the clause shall
be deemed deleted. Any modification to or deletion of a clause or part of a clause hereunder
shall not affect the validity and enforceability of the rest of this Deed.

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12 Communications

12.1 Any communication given under or in connection with this Deed shall be in writing and shall
be:

12.1.1 delivered by hand or by pre-paid first-class post or other next-working-day delivery

service at:

(a) in the case of the Company, [its registered office OR [insert other address]],
provided the notice is marked for the attention of [insert name of officer]; and
(b) in the case of the Trustee, [its registered office OR [insert other address]],
provided the notice is marked for the attention of [insert name of trustee
director], or
12.1.2 sent by email to:

(a) in the case of the Company, [insert email address]; and

(b) in the case of the Trustee, [insert email address].
12.2 Any communication given under this clause, 12, shall be deemed to have been received:

12.2.1 if delivered by hand, on signature of a delivery receipt, or (if no receipt) at the time the
communication is left at the proper address;

12.2.2 if sent by pre-paid first-class post or other next-working-day delivery service, at 9 am

on the third Business Day after posting, or at the time recorded by the delivery
service; and

12.2.3 if sent by email, at 9 am on the next Business Day after sending.

12.3 This clause, 12, does not apply to the service of any proceedings or other documents in any
legal action or, where applicable, any arbitration or other method of dispute resolution.

13 Counterparts

13.1 This Deed may be executed in any number of counterparts, each of which when executed
and delivered shall constitute a duplicate original, but all the counterparts shall together
constitute the one agreement.

13.2 No counterpart shall be effective until each party has executed and delivered at least one
counterpart.

14 Governing law and jurisdiction

This Deed and any dispute or claim arising out of, or in connection with, it, its subject matter
or formation shall be governed by, and construed in accordance with, the laws of England and
Wales. The parties irrevocably agree that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this
Deed, its subject matter or formation.

In witness of which this Deed has been executed and delivered as a deed by the parties on the date
stated at the beginning of it.

[Executed as a deed by [insert name of .................................................

Company] acting by [insert name of director],

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director, and [insert name of director/secretary], [signature of director]
[director OR secretary
Director

.................................................

[signature of director/secretary]

[Director OR Secretary

OR

Executed as a deed by [insert name of .................................................

Company] acting by [insert name of director],
director, in the presence of: [signature of director]

Director

.................................................

[signature of witness]

[insert name of witness]

[insert witness’s address]

[insert witness’s occupation]

OR

Executed as a deed by [insert name of Trustee] .................................................

acting by [insert name of director], director, and
[insert name of director/secretary], director OR [signature of director]
secretary]
Director

.................................................

[signature of director/secretary]

Director OR Secretary]

OR

Executed as a deed by [insert name of Trustee] .................................................

acting by [insert name of director], director, in
the presence of: [signature of director]

Director

.................................................

[signature of witness]

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[insert name of witness]

[insert witness’s address]

[insert witness’s occupation]]

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 THE SCHEDULE
[PRIOR AWARDS

[insert]]